{"id":41977,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/vanni-business-park-mountain-view-ca-industrial-lease-vanni.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"vanni-business-park-mountain-view-ca-industrial-lease-vanni","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/vanni-business-park-mountain-view-ca-industrial-lease-vanni.html","title":{"rendered":"Vanni Business Park (Mountain View, CA) Industrial Lease &#8211; Vanni Business Park General Partnership and Activated Cell Therapy Inc."},"content":{"rendered":"<pre>                          ACTIVATED CELL THERAPY, INC.\n                          ----------------------------\n\n                      VANNI BUSINESS PARK INDUSTRIAL LEASE\n                      ------------------------------------\n\n                                   ARTICLE I\n                                   ---------\n\n                                    PARTIES\n                                    -------\n\n     This Lease, dated, for reference purposes only, October 27, 1992, is made\nby and between the Vanni Business Park General Partnership ('Lessor') and\nACTIVATED CELL THERAPY, INC., a Delaware corporation ('Lessee').\n\n                                  ARTICLE II\n                                  ----------\n\n                                   Premises\n                                   --------\n\n     Lessor hereby leases to Lessee and Lessee leases from Lessor for the term,\nat the rental, and upon all of the conditions set forth herein, that certain\nreal property situated in the County of Santa Clara, State of California,\ncommonly known as 291 North Bernardo Avenue, Building 'F', Mountain View,\nCalifornia 94043, and more particularly described in the site plan prepared by\nDennis Kobza &amp; Associates, A.I.A., marked Exhibit 'A' which is attached hereto\nand incorporated herein. Said real property, including the land and all\nimprovements therein, is called 'the Premises'.\n\n                                  ARTICLE III\n                                  -----------\n\n                                     TERM\n                                     ----\n\n     Section 3.1    Term.  The term of this Lease shall be for eight (8)\n     -----------    ----                                                \nyears, commencing on the Commencement Date ('Commencement Date'). Lessor\nunderstands that Lessee is in negotiations with the existing lessee on the\nPremises, IDEC Pharmaceutical Corporation ('IDEC'), whereby Lessee would occupy\nthe Premises prior to the expiration of the term of IDEC's lease, and Lessor\nshall attempt to accommodate Lessee to facilitate this early occupancy. In the\nevent that Lessee and IDEC reach an agreement, at Lessee's election it shall\neither: (i) enter into a sublease with IDEC for the balance of the term of\nIDEC's lease, in which event the Commencement Date of this Lease shall be \nApril 1, 1994; or (ii) request that Lessor terminate IDEC's lease and accelerate\nthe commencement of this Lease, in which event the Commencement Date shall be\nthe date on which Lessor delivers the Premises to Lessee in accordance with this\nLease.\n\n     Section 3.2    Option to Extend.\n     -----------    ---------------- \n\n          (a)       Lessee is given the option to extend the Lease term for one\n(1) five year period following expiration of the initial Lease term, which\noption may be exercised only by written notice ('Option Notice') from Lessee to\nLessor given not less than one hundred eighty (180) days prior to the end of the\ninitial Lease term; provided, however, if Lessee is in material\n\n                                       1.\n\n \ndefault on the date of giving the Option Notice, the option Notice shall be\ntotally ineffective, or if Lessee is in material default on the date the\nExtended Term is to commence, such Extended Term shall not commence and this\nLease shall expire at the end of the initial Lease term. In the event of an\nExtended Term, the Extended Term shall be subject to all the terms and\nconditions of this Lease excepting rent which shall be at 100% of the then fair\nmarket rental value, as determined under subparagraph (b) below, but in no event\nless than the monthly rent prevailing on the last month of the initial Lease\nterm.\n\n          (b)  The parties shall agree on the fair market rental value of the\nPremises for said Extended Term, including fair market periodic adjustments\nthereto, during the first thirty (30) days of year five (5) of the Lease Term.\nIf the parties are able to agree on the fair market rental value for the\nExtended Term, (including periodic adjustments thereto), then such agreed value\nshall be the fair market-rental value for purposes of determining the rent for\nthe Extended Term.\n\n     In the event the parties are unable to agree on the fair market rental\nvalue for the Premises (including periodic adjustments) within that time, then\nat Lessee's written request, within ten (10) days of the expiration of that\nthirty (30) day period, each party shall separately designate an appraiser to\nmake this determination. Within five (5) business days of their appointment, the\ntwo designated appraisers shall jointly designate a third appraiser. The failure\nof either party to appoint an appraiser within the time allowed shall be deemed\nequivalent to appointing the appraiser appointed by the other party. No person\nshall be appointed or designated an appraiser unless he is then a member of MAI.\nAppraisal shall be on the basis of the Premises 'as is' except for improvements\nand fixtures which are the sole property of Lessee. If, within ten (10) business\ndays after the appointment of all appraisers, a majority of the appraisers\nconcur on the value of the then current fair market rental value for the\nPremises, including fair market periodic adjustments thereto, that appraisal\nshall be the accepted fair market rental value. If a majority of the appraisers\ndo not concur within that period, the determination of the appraiser whose\nappraisal is neither highest nor lowest shall be the accepted fair market rental\nvalue. The parties shall share the appraisal expenses equally.\n\n     Section 3.3    Delay in Possession.  The parties agree that if for any \n     -----------    -------------------        \nreason Lessor cannot deliver possession of the Premises to Lessee on or before\nApril 1, 1994, such failure shall not constitute a breach of this agreement by\nLessor, and shall not entitle Lessee to terminate this Lease. Lessee shall not\nbe obligated to pay rent, nor shall the Lease Term commence until possession of\nthe Premises is tendered to Lessee.\n\n     Section 3.4    Early Possession.  If Lessee occupies the Premises prior to\n     -----------    ----------------                                           \nthe Commencement Date other than as a Sublessee of IDEC, such occupancy shall be\nsubject to all provisions hereof, and Lessee shall pay rent for such period at\nthe initial monthly rates set forth below; provided, however, that Lessee may\nenter the Premises prior to commencement solely for the purpose of installing\nfixtures or equipment or improvements without being required to pay rent.\n\n     Lessor agrees to attempt to locate three (3) offices in the Middlefield\nBusiness Park for use by Lessee as office space by November l, 1992. In\naddition, Lessor agrees to attempt to locate space in the Middlefield Business\nPark for use by Lessee as one tissue culture lab by\n\n                                       2.\n\n \nJanuary l, 1993, additional space for use as a second tissue culture lab by\nMarch l, 1993, and additional space for use as a main lab by June 1, 1993.\nHowever, Lessor does not and cannot guarantee such space to Lessee, and this\nLease shall not be contingent on Lessee's occupancy of any such space prior to\nthe Lease Commencement Date.\n\n                                   ARTICLE IV\n                                   ----------\n\n                            RENT: SPECIAL NET LEASE\n                            -----------------------\n\n     Section 4.1  Base Rent.  Upon the execution of this Lease, 'Lessee shall\n     -----------  ---------                                                  \npay to Lessor the sum of $37,536.00 representing the first month's base rent.\nThereafter, beginning with the second month of the Lease, Lessee shall pay to\nLessor base rent for the Premises in advance, on the first day of each month\nbased on the following schedule of rents:\n\n\n\n                              Rent Per                  Square                   Monthly\nMonths                        Square Foot                Footage                 BaseRent\n--------------------   ----------------------    -------------------------   ---------------------\n                                                                     \n      02-24                    1.50 'NNN'                 25,024 sq. ft.            $37,536.00    \n      25-48                    1.60 'NNN'                 25,024 sq. ft.            $40,038.40    \n      49-72                    1.70 'NNN'                 25,024 sq. ft.            $42,540.80    \n      73-96                    1.80 'NNN'                 25,024 sq. ft.            $45,043.20    \n\n\n     Rent for any period during the term hereof which is for less than one month\nshall be a pro rata portion of the monthly installment. Rent shall be payable in\nlawful money of the United States to Lessor at the address stated herein or to\nsuch other persons or at such other places as Lessor may designate in writing.\n\n     Section 4.2    Special Net Lease.  This Lease is what is commonly called a\n     -----------    -----------------                                          \n'Net, Net, Net Lease', it being understood that, commencing with the first month\nof the Lease Term, the Lessor shall receive the rent set forth in Section 4.1\nfree and clear of any and all other impositions, taxes, liens, charges or\nexpenses of any nature except as otherwise provided in this agreement. In\naddition to the rent reserved by Section 4.1, Lessee shall pay to the parties\nrespectively entitled thereto all insurance premiums, taxes, assessments,\noperating charges, management fees, maintenance charges, and any other charges,\ncosts and expenses which arise or may be contemplated under any provisions of\nthis Lease for the entire Premises during the term hereof. All of such charges,\ncosts and expenses shall constitute additional rent, and upon the failure of\nLessee to pay any of such costs, charges or expenses, Lessor shall have the same\nrights and remedies as otherwise provided in this Lease for the failure of\nLessee to pay rent. It is the intention of the parties hereto that this Lease\nshall not be terminable for any reason by the Lessee, and that Lessee shall in\nno event be entitled to any abatement of or reduction in rent payable under this\nLease, except as herein expressly provided. Any present or future law to the\ncontrary shall not alter this agreement of the parties.\n\n                                       3.\n\n \n                                   ARTICLE V\n                                   ---------\n\n                                SECURITY DEPOSIT\n                                ----------------\n\n     Lessee shall deposit with Lessor, upon execution of this Lease, $45,043.20\nas security for Lessee's faithful performance of Lessee's obligations hereunder.\nIf Lessee fails to pay rent or other charges due hereunder, or otherwise\ndefaults with respect to any provision of this Lease, Lessor may, without\nwaiving or releasing Lessee from any obligation under this Lease, and without\nwaiving Lessor's right to treat such failure as a default hereof, use, apply, or\nretain all or any portion of said deposit for the payment of any rent or other\ncharge in default or for the payment of any other sum to which Lessor may become\nobligated by reason of Lessee's default, or to compensate Lessor for any loss or\ndamage which Lessor may suffer thereby. If Lessor so uses or applies all or any\nportion of said deposit, Lessee shall within ten (10) days after written demand\ntherefor deposit cash with Lessor in an amount sufficient to restore said\ndeposit to the full amount hereinabove stated and Lessee's failure to do so\nshall be a material breach of this Lease. If Lessee performs all of Lessee's\nobligations hereunder, said deposit shall be returned to Lessee (or, at Lessee's\noption, to the last assignee, if any, of Lessee's interest 'hereunder) at the\nexpiration of the term hereof, including extension, and after Lessee has vacated\nthe Premises.\n\n     No trust relationship is created herein between Lessor and Lessee with\nrespect to said security deposit, and Lessor may commingle it, use it in\nordinary business, transfer or assign it, or use it in any combination of those\nways. In the event of termination of Lessor's interest in this Lease, Lessor\nshall transfer said deposit to Lessor's successor in interest, whereupon if such\nsuccessor acknowledges receipt thereof and assumes all of Lessor's obligations\nunder this Lease, Lessee agrees to release Lessor from all liability for the\nreturn of such deposit or the accounting therefor.\n\n                                   ARTICLE VI\n                                   ----------\n\n                                      USE\n                                      ---\n\n     Section 6.1    Use.  The Premises shall be used and occupied for offices,\n     -----------    ---                                                       \nresearch and development, and any other legal use which is otherwise in\ncompliance with the reasonable rules and regulations that may be imposed by\nLessor from time to time on the Premises or on the business park. Lessee shall\nnot use nor permit the use of the Premises in any manner that will create waste\nor a nuisance or unreasonably disturb any other tenants. Lessee's use of the\nPremises is on a non-exclusive basis with respect to any other Lessees of the\nbusiness park.\n\n     Section 6.2    Compliance with Law.\n     -----------    ------------------- \n\n          (a)       Lessor warrants to Lessee that, to the best of Lessor's\nknowledge, the Premises, in its state existing on the Commencement Date, does\nnot violate any laws, permits, licenses, or covenants or restrictions of record,\nor any applicable building code, regulation or ordinance in effect on such\nCommencement Date.\n\n          (b)       Except as provided in paragraph 6.2(a) or elsewhere in this\nLease, Lessee shall, at Lessee's expense, comply promptly with all applicable\nstatutes, ordinances, rules,\n\n                                       4.\n\n \nregulations, orders, covenants, and restrictions of record in effect during the\nterm or any part of the term hereof, regulating the use by Lessee of the\nPremises.\n\n     Section 6.3    Condition of Premises.\n     -----------    --------------------- \n\n          (a)       Lessor shall deliver the Premises to Lessee clean and free\nof debris on the Lease Commencement Date with the shell building completed and\nLessor further warrants to Lessee that such building shall be in good operating\ncondition on the Lease Commencement Date, that it was built in accordance with\nthe approved plans therefor, and in a workmanlike manner. In all other respects,\nthe Premises shall be delivered to Lessee in an 'as is' condition.\nNotwithstanding the foregoing, it is understood that Lessee may occupy the\nPremises as successor-in-interest to IDEC with respect to certain improvements\nmade and fixtures added by IDEC on and to the Premises. Lessee shall be entitled\nto the use and benefit of all such improvements and fixtures remaining on the\nPremises upon IDEC's termination of occupancy.\n\n          (b)       Except as otherwise provided in this Lease, Lessee hereby\naccepts the Premises 'as is' in their condition existing as of the Lease\nCommencement Date, subject to all laws governing and regulating the use of the\nPremises, and accepts this Lease subject thereto. Lessee acknowledges that\nneither Lessor nor Lessor's agent has made any representation or warranty as to\nthe present or future suitability of the Premises for the conduct of Lessee's\nbusiness.\n\n          (c)       Within thirty (30) days following the date on which this\nLease is executed by Lessor and Lessee, Lessor shall cause an environmental\nconsultant reasonably acceptable to Lessee to make an inspection of the Premises\nfor purposes of determining whether there are any hazardous or toxic materials\n(as defined in Article VII) being used or which have been used on the Premises\nin violation of any applicable law or ordinances or which, if so used by Lessee,\nwould place Lessee in breach of Article VII of this Lease. Such consultant shall\nprovide a written report of his findings to Lessor and Lessee upon completion of\nhis inspection. It is understood that Lessee shall have no liability to Landlord\nor otherwise for any such violations existing on the Premises as of the date of\nsuch inspection, or thereafter caused by IDEC. The costs of such inspection and\nreport shall be shared equally by Lessor and Lessee; provided, however, that\nthey shall endeavor to get the agreement of IDEC to share in such costs, in\nwhich event the costs will be divided equally between the three.\n\n                                  ARTICLE VII\n                                  -----------\n\n                          HAZARDOUS OR TOXIC MATERIALS\n                          ----------------------------\n\n     Lessee shall not emit, dump, dispose, or release on the Premises any Toxic\nMaterials, and Lessee shall not allow or permit any agent, vendor, or other\nentity acting on Lessee's behalf to emit, dump, dispose, or release on the\nPremises, any Toxic Materials. Lessee shall not bring, use, or store on the\nPremises, or emit, dump, dispose, or release from the Premises, any Toxic\nMaterials in violation of any laws, regulations, ordinances, or statutes which\nare now in existence or which may be enacted in the future. Lessee shall remain\nin full and complete compliance with all laws, regulations, ordinances, and\nstatutes with respect to Toxic Materials, and Lessee shall\n\n                                       5.\n\n \ninstall and keep in good working order any monitoring devices that are necessary\nto insure Lessee's full and complete compliance therewith.\n\n     Lessee shall indemnify and hold Lessor harmless from any claims,\nliabilities, costs, or expenses incurred or suffered by Lessor arising from\nLessee's bringing, using, emitting, dumping, disposing, or releasing upon the\nPremises, or generating or creating at or emitting, dumping, disposing, or\nreleasing from the Premises, any Toxic Materials, or arising from the bringing,\nusing, emitting, dumping, disposing, or releasing upon the Premises, or\ngenerating or creating at or emitting, dumping, disposing, or releasing from the\nPremises, any Toxic Materials by any agent, vendor, or other entity acting on\nLessee's behalf. Lessee's indemnification and hold harmless obligations as set\nforth in this Article VII above include, without limitation, all of the\nfollowing: (i) claims, liabilities, costs or expenses resulting from or based\nupon administrative, judicial (civil or criminal), or other action, legal or\nequitable, brought by any private or public person under common law or any\nFederal, State, County or Municipal law, ordinance or regulation, (ii) claims,\nliabilities, costs, or expenses pertaining to the cleanup or containment of\nToxic Materials, the identification of the pollutants in the Toxic Materials,\nthe identification of the scope of any environmental contamination, the removal\nof pollutants from soils, the provision of an alternative public drinking water\nsource, or the long term monitoring of ground water and surface waters, and\n(iii) all costs of defending such claims. Lessee shall comply, at its sole cost,\nwith all laws pertaining to such Toxic Materials. Lessee's hold harmless and\nindemnity obligations hereunder shall survive the expiration or termination of\nthis Lease.\n\n     For the purposes of this Article VII, 'Toxic Materials' includes, without\nlimitation, any toxic or hazardous gaseous, liquid, or solid materials or waste,\nor any material or substance having characteristics of ignitability,\ncorrosivity, reactivity, or extraction procedure toxicity or substances or\nmaterials which are listed on any of the Environmental Protection Agency's lists\nof hazardous wastes or which are identified in Sections 66680 through 66685 of\nTitle 22 of the California Code of Regulations as the same may be amended from\ntime to time.\n\n     Except as may be disclosed in the hazardous materials report delivered to\nLessee by Lessor, to the best knowledge of Lessor, there are no Toxic Materials\npresent on or about the Premises and no action, proceeding, or claim is pending\nor threatened concerning the Premises concerning any Toxic Material or pursuant\nto any environmental law.\n\n                                  ARTICLE VIII\n                                  ------------\n\n                      MAINTENANCE, REPAIRS AND ALTERATIONS\n                      ------------------------------------\n\n     Section 8.1    Maintenance - Premises.  Throughout the term, Lessee agrees\n     -----------    ----------------------                                     \nto keep and maintain all improvements and appurtenances in or serving the\nPremises, excluding all sewer connections, plumbing, heating and cooling\nappliances, and wiring, in the same order, condition and repair as they are in\non the Commencement Date, or may be put in during the term, reasonable use and\nwear excepted. Lessee hereby expressly waives the provisions of any law\npermitting repairs by a tenant at the expense of a landlord, including, without\nlimitation, all rights of Lessee under Sections 1941 and 1942 of the California\nCivil Code. Lessee agrees to keep the Premises clean and in sanitary condition\nas required by the health, sanitary and police ordinances and regulations of any\npolitical subdivision having jurisdiction. Lessee further agrees\n\n                                       6.\n\n \nto keep the interior of the Premises, such as the windows, floors, walls, doors,\nshowcases and fixtures clean and neat in appearance and to remove all trash and\ndebris which may be found in or around the Premises. If Lessee refuses or\nneglects to commence such repairs and\/or maintenance required under this\nagreement or does not diligently prosecute same to completion within thirty (30)\ndays of written notice thereof, then Lessor may enter the Premises and cause\nsuch repairs and\/or maintenance to be made. Lessee agrees that upon demand, it\nshall pay to Lessor the cost of any such repairs, together with accrued interest\nfrom the date of payment at the prime commercial lending rate then in effect at\nBank of America. Notwithstanding anything to the contrary above, Lessor may\nelect to enter into a maintenance contract with a third party for the provision\nof all or a part of Lessee's maintenance obligations as set forth in this\nParagraph. Upon such election, Lessee shall be relieved from its obligations to\nperform only those maintenance obligations covered by the maintenance contract,\nand Lessee shall bear its pro rata share, as set forth in Paragraph 8.2 below,\nof the costs of such maintenance contract which shall be paid in advance on a\nmonthly basis with Lessee's rent payments.\n\n     Section 8.2    Maintenance - Common Areas.  Lessor shall be responsible for\n     -----------    --------------------------                                  \nmaintaining in a safe, good, and clean condition, the common areas of the\nPremises and the common areas of the business park as a whole.  Lessee shall\nhave the obligation to notify Lessor, in writing, of any repairs or maintenance\nto the common areas which may be required, and Lessor shall have a reasonable\ntime to make such repairs.\n\n     Lessee shall pay to Lessor, as additional rent, in the manner and at the\ntime provided below, Lessee's proportionate share, as defined below, of all\ncosts and expenses incurred by Lessor in the operation and maintenance of the\ncommon areas of the business park during the term of this Lease. Such costs and\nexpenses shall include, without limiting the generality of the foregoing, all\nmaintenance, pest control, security, gardening, landscaping, cost of public\nliability, property damage, vandalism and malicious mischief, earthquake, and\nother insurance deemed necessary by the Landlord, real property taxes, property\nmanagement costs, including a management fee equal to three percent (3%) of the\nmonthly rent set forth in Section 4.1, painting, lighting, cleaning, trash\nremoval, depreciation of equipment, fire-protection, and similar items.\n\n Lessee's proportionate share of such common area expenses shall be 10.28%.\n\n     Lessor shall bill Lessee monthly for Lessee's proportionate share of such\ncommon area costs, which proportionate Share shall be based upon the previous\nmonth's actual costs and expenses. Lessee shall pay such proportionate share\nwithin 15 days of receipt of said billing statement from Lessor. Lessor agrees\nto make its books and records pertaining to the common area costs available for\nLessee's inspection upon request.\n\n     Section 8.3    Alterations and Additions.  No structural alterations or\n     -----------    -------------------------                               \nstructural additions shall be made to the Premises by Lessee without the prior\nwritten consent of Lessor which Lessor will not unreasonably withhold. Nothing\nin this section shall restrict Lessee's right to make any non-structural\nadditions or alterations provided that Lessee complies with all applicable laws\nand ordinances. Lessee shall be provided a building which shall include concrete\nfloor, walls, roof, electrical and plumbing stubs, and utility service\nconnections (hereinafter 'shell improvements') plus tenant improvements as\nprovided in Section 8.4.\n\n                                       7.\n\n \n     As a condition to giving its consent, Lessor may require that Lessee agree\nto remove any such structural alterations or improvements at the expiration of\nthe term and to restore the Premises to their prior condition. As a further\ncondition to giving such consent, Lessor may require Lessee to provide Lessor,\nat the Lessee's sole cost and expense, with a lien and completion bond in an\namount equal to one and one-half (1-1\/2) times the estimated costs of such\nimprovements to insure Lessor against any liability for mechanics' and\nmaterialmen's liens and to insure completion of the work. All changes,\nalterations, or additions to be made to the Premises shall be under the\nsupervision of a competent architect or competent licensed structural engineer\nand made in accordance with plans and specifications which have been furnished\nto and approved by Lessor prior to commencement of work. If the written consent\nof Lessor to any proposed alterations by Lessee shall be been obtained, Lessee\nagrees to advise Lessor in writing of the date upon which such alterations will\ncommence in order to permit Lessor to post a notice of non-responsibility. All\nsuch alterations, changes and additions shall be constructed in good and\nworkmanlike manner in accordance with all ordinances and laws relating thereto.\nAny such structural changes, alterations or additions to or on the Premises\nshall remain for the benefit of and become the property of Lessor, unless Lessor\nrequires the removal by giving Lessee written notice at least thirty (30) days\nbefore the date the Lessee is to vacate the Premises.\n\n     Section 8.4    Tenant Improvements.\n     -----------    -------------------  \n\n          (a)       Lessor shall not provide Lessee with any Tenant Improvement\nallowance, and Lessor cannot and does not warrant that any of the Tenant\nImprovements currently on the Premises that are the property of the current\nlessee shall remain on the Premises at the commencement of this Lease. However,\nLessor shall not remove from the Premises prior to Lessee' occupancy thereof any\nof the Tenant Improvements placed in the Premises by IDEC Pharmaceutical\ncorporation at IDEC's own expense as the current lessee. Lessor shall not\nprohibit Lessee from purchasing from and\/or otherwise negotiating with IDEC for\nany such improvements on the Premises that Lessee wishes to remain on the\nPremises.\n\n          (b)       All changes, alterations or additions to be made to the\nPremises pursuant to this section, shall be under the supervision of a competent\narchitect or competent licensed structural engineer and made in accordance with\nplans and specifications which have been approved by Lessor prior to\ncommencement of work. All such alterations, changes, and additions shall be\nconstructed according to the approved plans, in a good and workmanlike manner,\nand in compliance with all ordinances and laws relating thereto. Any such\nstructural changes, alterations or additions to or on the Premises shall remain\nfor the benefit of and become the property of Lessor.\n\n     Section 8.5    Plumbing.  Lessee shall not use the plumbing facilities for\n     -----------    --------\nany purpose other than that for which they were constructed. The expense of any\nbreakage, stoppage or other damage relating to the plumbing and resulting from\nthe introduction by Lessee, its agents, employees, or invitees of foreign\nsubstances into the plumbing facilities shall be borne by Lessee.\n\n                                       8.\n\n \n                                   ARTICLE IX\n                                   ----------\n\n                                   INSURANCE\n                                   ---------\n\n     Section 9.1    Property\/Rental Insurance - Premises.  During the term,\n     -----------    ------------------------------------                   \nLessor shall keep the Premises insured against loss or damage by fire and those\nrisks normally included in the term 'all risk' including (a) flood coverage, (b)\nearthquake coverage at the election of Lessor, (c) coverage for loss of rents\n(provided that notwithstanding anything set forth herein to the contrary rent\nshall abate at least to the extent of any rent insurance received by Lessor) and\n(d) boiler and machinery coverage if the Lessor reasonably deems such coverage\nnecessary. Any deductibles shall be paid by Lessor if the deductible arises from\ndamage solely to the Premises. The amount of such insurance shall be not less\nthan one hundred percent (100%) of the replacement value of the Premises. Any\nrecovery received from said insurance policy shall be paid to Lessor.\n\n     Lessee, in addition to the rent and other charges provided herein, agrees\nto pay to Lessor its pro rata share of the premiums for all such insurance,\nwhich pro rata share is identical to that provided in Section 8.2, above. The\ninsurance premiums shall be paid in accordance with Article IV, within thirty\n(30) days of Lessee's receipt of a copy of Lessor's statement therefor.\n\n     Section 9.2    Property Insurance--Fixtures and Inventory.  During the \n     -----------    ------------------------------------------         \nterm, Lessee shall, at its sole expense, maintain insurance with 'all risk'\ncoverage on any fixtures, leasehold improvements, furnishings, merchandise,\nequipment, or personal property in or on the Premises, whether in place as of\nthe date hereof or installed hereafter, for the full replacement value thereof,\nand Lessor shall not have any responsibility nor pay any costs for maintaining\nany types of such insurance. Any deductibles shall be paid by Lessee.\n\n     Section 9.3    Lessor's Liability Insurance.  During the term, Lessor may\n     -----------    ----------------------------                              \nmaintain a policy or policies of comprehensive general liability insurance\ninsuring Lessor and Lessee (and such others as designated by Lessor) against\nliability for bodily injury, death and property damage on or about the Premises,\nwith combined single limit coverage of not less than Two Million Dollars\n($2,000,000).\n\n     Lessee, in addition to the rent and other charges provided herein, agrees\nto pay to Lessor its pro rata share of the premiums for all such insurance,\nwhich pro rata share is identical to that provided in Section 8.2, above. The\ninsurance premiums shall be paid in accordance with Article IV, within thirty\n(30) days of Lessee's receipt of a copy of Lessor's statement therefor.\n\n     Section 9.4    Lessee's Liability Insurance.  During the term, Lessee \n     -----------    ----------------------------\nshall, at its sole expense, maintain for the mutual benefit of Lessor and\nLessee, comprehensive general liability and property damage insurance against\nclaims for bodily injury, death or property damage occurring in or about the\nPremises or arising out of the use or occupancy of the Premises, with combined\nsingle limit coverage of not less than Two Million Dollars ($2,000,000). The\nlimits of such insurance shall not limit the liability of Lessee. Lessee shall\nfurnish to Lessor prior to the Commencement Date, and at least thirty (30) days\nprior to the expiration date of any policy, certificates indicating that the\nliability insurance required by Lessee above is in full force and effect; that\nLessor has been named as an additional insured; and that all such policies will\nnot be cancelled unless thirty (30) days' prior written notice of the proposed\ncancellation has been given \n\n                                       9.\n\n \nto Lessor. The insurance shall be with insurers approved by Lessor and with\npolicies in form satisfactory to Lessor, provided however, that such approval\nshall not be unreasonably withheld. Said policies shall provide that Lessor,\nalthough an additional insured, may recover for any loss suffered by Lessor by\nreason of Lessee's negligence and shall include a broad form liability\nendorsement.\n\n     Section 9.5    Waiver of Subrogation.  Lessor hereby releases Lessee, and\n     -----------    ---------------------                                     \nLessee hereby releases Lessor, and their respective officers, agents, employees\nand servants, from any and all claims or demands of damages, loss, expense, or\ninjury to the Premises, or to the furnishings and fixtures and equipment, or\ninventory or other property of either Lessor or Lessee in, or about or upon the\nPremises, or claims for bodily injury or death which is caused by or results\nfrom perils, events or happenings which are the subject of insurance and carried\nby the respective parties and in force at the time of any such loss; provided,\nhowever, that such waiver shall be effective only to the extent permitted by the\ninsurance covering such loss and to the extent such insurance is not prejudiced\nthereby. Each party shall cause each insurance policy obtained by it to provide\nthat the insurance company waives all right of recovery by way of subrogation\nagainst either party in connection with any damages covered by any policy.\n\n     Section 9.6    Indemnification.  Except in the case of Lessor's own acts or\n     -----------    ---------------                                             \nomission, Lessee will indemnify Lessor and save it harmless from and against any\nand all claims, actions, damages, liability and expense in connection with loss\nof life, personal injury and\/or damage to property arising from or out of any\noccurrence in, upon or at the Premises (other than those arising from the\nconstruction of the Premises or Building or the Tenant Improvements), or the\noccupancy or use by Lessee of the Premises or any part hereof, or caused wholly\nor in part by acts or omissions of Lessee, its agents, contractors, employees,\nservants, licensees, or concessionaires or by anyone permitted to be on the\nPremises by Lessee. In case lessor shall be made a party to any such litigation\ncommenced by or against lessee, then lessee shall protect and hold Lessor\nharmless from all claims, liabilities, costs and expenses, and shall pay all\ncosts, expenses and reasonable legal fees incurred by Lessor in connection with\nsuch litigation.\n\n     Section 9.7    Plate Glass Replacement.  Lessee shall replace at its sole\n     -----------    -----------------------                                   \nexpense, any and all plate glass and other glass in and about the Premises which\nis damaged or broken by vandalism. If any plate glass or other glass in and\nabout the Premises is damaged or broken by causes other than vandalism, then\nLessor shall replace the same and Lessee shall reimburse Lessor an amount equal\nto Lessor's cost of replacement, provided that such amount shall not exceed the\ndeductible then in effect o Lessor's insurance policy, if any, covering the\ndamaged glass. Nothing herein shall be construed to require Lessor to carry\nplate glass insurance.\n\n                                   ARTICLE X\n                                   ---------\n\n                             DAMAGE OR DESTRUCTION\n                             ---------------------\n\n     Section 10.1   Right to Terminate on Destruction of Premises.  Lessor and\n     ------------   ---------------------------------------------             \nLessee shall have the right to terminate this Lease if, during the term, the\nPremises are damaged to an extent exceeding fifty percent (50%) of the then\nreconstruction costs of the Premises as a whole. Lessor and Lessee shall also\nhave the right to terminate this Lease if any portion of the Premises is damaged\nby a peril not required to be insured hereunder. In either case, Lessor and\nLessee\n\n                                      10.\n\n \nmay elect to terminate as provided above by that written notice to Lessee or\nLessor delivered within sixty (60) days of the happening of such damage.\n\n     Section 10.2   Repairs by Lessor.  If Lessor and Lessee shall not elect to\n     ------------   -----------------                                          \nterminate this Lease pursuant to Section 10.1, Lessor shall, immediately upon\nreceipt of insurance proceeds paid in connection with such casualty, but in no\nevent later than one hundred eighty (180) days after such damage has occurred,\nproceed to repair or rebuild the Premises, on the same plan and design as\nexisted immediately before such damage or destruction occurred and will proceed\nexpeditiously to complete such restoration, subject to such delays as may be\nreasonably attributable to governmental restrictions or failure to obtain\nmaterials or labor, or other causes beyond the control of Lessor. Lessee shall\nbe liable for the repair and replacement of all fixtures, leasehold\nimprovements, furnishings, merchandise, equipment and personal property not\ncovered by the property insurance described in Section 9.2.\n\n     Section 10.3   Reduction of Rent During Repairs.  In the event Lessee is\n     ------------   --------------------------------                         \nable to continue to conduct its business during the making of repairs, the rent\nthen prevailing will be equitably reduced in the proportion that the square\nfootage of the unusable part of the Premises bears to the square footage of the\nwhole thereof for the period that repairs are being made. No rent shall be\npayable while the Premises are wholly unusable due to casualty damage.\n\n     Section 10.4   Arbitration.  Any controversy or claim arising out of or\n     ------------   -----------                                             \nrelating to this Article shall be settled by arbitration in accordance with the\nrules of the American Arbitration Association as then in effect, and judgment\nupon the award rendered by the arbitration may be entered in any court having\njurisdiction. The expenses of arbitration shall be borne by the parties as\nallocated by the arbitrators. The party desiring arbitration shall serve notice\nupon the other party, together with designation of the first party's arbitrator.\n\n     Section 10.5   Lessor's Overriding Right to Terminate.  Notwithstanding\n     ------------   --------------------------------------                  \nanything to the contrary herein, during the last twelve (12) months of the Lease\nTerm and during an Extended Term, if any, if the discounted present value of the\nrent due hereunder for the balance of the term, using as the discount rate the\nprime commercial lending rate in effect at the Bank of America as of the date\nLessor is to commence repairs pursuant to Section 10.2 hereof, is less than the\ncost of repairing the damage to the Premises, Lessor may at its option terminate\nthis lease upon thirty (30) days' written notice.\n\n                                   ARTICLE XI\n                                   ----------\n\n                              REAL PROPERTY TAXES\n                              -------------------\n\n     Section 11.1   Payment of Taxes.  Lessee shall pay the real property tax,\n     ------------   ----------------                                          \nas defined in Section 11.2, applicable to the Premises during the term of this\nLease. All such payments shall be made at least twenty (20) days prior to the\ndelinquency date of such payment. If any such taxes paid by Lessee shall cover\nany period of time prior to or after the expiration of the term hereof, Lessor\nshall pay such taxes and Lessee shall reimburse Lessor therefor. Lessee's share\nof such taxes shall be equitably prorated to cover only the period of time\nwithin the tax fiscal year during which this Lease shall be in effect, and\nLessor shall reimburse Lessee to the extent required. If Lessee shall fail to\npay any such taxes, Lessor shall have the right to pay the same, \n\n                                      11.\n\n \nin which case Lessee shall repay such amount to Lessor with Lessee's next rent\ninstallment together with interest at the prime commercial lending rate then in\neffect at the Bank of America.\n\n     Section 11.2  Definition of 'Real Property Tax'.  As used herein, the term\n     ------------  ---------------------------------                           \n'real property tax' shall include any form of real estate tax or assessment,\ngeneral, special, supplemental, ordinary or extraordinary, and any license fee,\ncommercial rental tax, improvement bond or bonds, levy or tax (other than\ninheritance, personal income, corporate, franchise or estate taxes) imposed on\nthe Premises by any authority having the direct or indirect power to tax,\nincluding any improvement district thereof, as against any legal or equitable\ninterest of Lessor in the Premises or in the real property of which the Premises\nare a part, as against Lessor's right to rent or other income therefrom, and as\nagainst Lessor's business of leasing the Premises.\n\n     Section 11.3  Joint Assessment.  If the Premises are not separately\n     ------------  ----------------                                     \nassessed, Lessee's liability shall be an equitable proportion of the real\nproperty taxes for all of the land and improvements included within the tax\nparcel assessed, such proportion to be determined by Lessor in accordance with\nLessee's proportionate share of the total square footage of the business park.\nLessee shall reimburse Lessor said proportionate amount at least ten (10) days\nprior to the delinquency date of the real property tax.\n\n     Section 11.4  Personal Property Taxes.\n     ------------  ----------------------- \n\n          (a) Lessee shall pay prior to delinquency all taxes assessed against\nand levied upon trade fixtures, furnishings, equipment and all other personal\nproperty of Lessee contained in the Premises or elsewhere.  When possible,\nLessee shall cause said trade fixtures, furnishings, equipment and all other\npersonal property to be assessed and billed separately from the real property of\nLessor.\n\n          (b) If any of Lessee's said personal property shall be assessed with\nLessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee\nwithin 10 days after receipt of a written statement setting forth the taxes\napplicable to Lessee's property.\n\n          (c) If Lessee shall fail to pay any such taxes, Lessor shall have the\nright to pay the same, in which case Lessee shall repay such amount to Lessor\nwith Lessee's next rent installment together with interest at the prime\ncommercial lending rate then charged by the Bank of America.\n\n                                  ARTICLE XII\n                                  -----------\n\n                           UTILITIES AND JANITORIAL\n                           ------------------------\n\n     Lessee shall pay prior to delinquency throughout the term the cost of\nwater, gas, heating, cooling, sewer, telephone, electricity, garbage, air\nconditioning and ventilation, janitorial service, and all other materials and\nutilities supplied to the Premises. If any such services are not separately\nmetered to Lessee, Lessee shall pay a reasonable proportion of all charges which\nare jointly metered, the determination to be made by Lessor in good faith, and\npayment to be made by Lessee within fifteen (15) days of receipt of the\nstatement for such charges.\n\n                                      12.\n\n \n                                 ARTICLE XIII\n                                 ------------\n\n                           ASSIGNMENT AND SUBLETTING\n                           -------------------------\n\n       Section 13.1  Lessor's Consent Required.  Lessee shall not voluntarily or\n       ------------  -------------------------                                  \nby operation of law assign, transfer, mortgage, sublet, or otherwise transfer or\nencumber all or any part of Lessee's interest in this lease or in the Premises,\nwithout Lessor's prior written consent which Lessor shall not unreasonably\nwithhold. Lessor shall respond to Lessee's request for consent hereunder within\nten (10) days after Lessee's request and any attempted assignment, transfer,\nmortgage, encumbrance, or subletting without such consent shall be void, and\nshall constitute a breach of this lease.\n\n     Section 13.2  Lessee Affiliate.  Lessee may assign or sublet the premises,\n     ------------  ----------------                                            \nor any portion thereof, to any corporation which controls, is controlled by, or\nis under common control with Lessee, or to any corporation resulting from the\nmerger or consolidation with Lessee, or to any person or entity which acquires\nall, or substantially all of the assets of Lessee as a going concern of the\nbusiness that is being conducted on the Premises, provided that said assignee\nassumes, in full, the obligations of Lessee under this Lease.  Any such\nassignment shall not, in any way, affect or limit the liability of Lessee under\nthe terms of this Lease.\n\n     Section 13.3  No Release of Lessee.  Regardless of Lessor's consent, no\n     ------------  --------------------                                     \nsubletting or assignment shall release Lessee of Lessee's obligation or alter\nthe primary liability of Lessee to pay the rent and to perform all other\nobligations to be performed by Lessee hereunder.  The acceptance of rent by\nLessor from any other person shall not be deemed consent to any subsequent\nassignment or subletting.  In the event of default by any assignee of Lessee or\nany successor of Lessee, in the performance of any of the terms hereof, Lessor\nmay proceed directly against Lessee without the necessity of exhausting remedies\nagainst said assignee.\n\n     Section 13.4  Attorneys' Fees.  In the event Lessee shall assign or sublet\n     ------------  ---------------                                             \nthe Premises or request the consent of Lessor to any assignment of subletting or\nif Lessee shall request the consent of Lessor for any act Lessee proposes to do\nthen Lessee shall pay Lessor's reasonable attorneys' fees incurred in connection\ntherewith.\n\n     Section 13.5  Excess Rent.  In the event Lessor shall consent to a sublease\n     ------------  -----------                                                  \nor an assignment under the lease, Lessee shall pay to Lessor with its regularly\nscheduled rent payments fifty percent (50%) of all sums collected by Lessee from\na sublessee or assignee which are\/in excess of the rent then owing pursuant to\nArticle IV above and after subtracting all leasing commissions, reasonable\nattorneys' fees and other costs, reasonable expenses and liabilities incurred by\nLessee in connection with the sublet or assignment.  Lessor shall not share\ncompensation received by Lessee for its trade fixtures, goodwill, stock, or\nproperty other than the Lease.\n\n     Section 13.6  No Impairment of Security.  Lessee's written request to\n     ------------  -------------------------                              \nLessor for consent to an assignment or subletting shall be accompanied by (a)\nthe name and legal composition of the proposed sublessee; (b) the nature of the\nproposed sublessee's business to be carried on in the Premises; (c) the terms\nand provisions of the proposed sublease; and (d) such financial and other\nreasonable information as Lessor may request concerning the proposed sublessee.\nLessor's \n\n                                      13.\n\n \nconsent shall not be deemed unreasonably withheld if consent is denied because\nthe prospective sublessee or assignee will impair Lessor's security.\n\n                                  ARTICLE XIV\n                                  -----------\n\n                              DEFAULTS; REMEDIES\n                              ------------------\n\n       Section 14.1  Defaults.  The occurrence of any one or more of the\n       ------------  --------                                           \nfollowing events shall constitute a material default and breach of this Lease by\nLessee:\n\n          (a) The abandonment of the Premises by Lessee;\n\n          (b) The failure by Lessee to make any payment of rent or any other\npayment required to be made by Lessee hereunder, as and when due, where such\nfailure shall continue for a period of five (5) days after such payment is due.\nIn the event that Lessor serves Lessee with a Notice to Pay Rent or Quit\npursuant to applicable Unlawful Detainer statutes such Notice to Pay Rent or\nQuit shall constitute notice under this Section;\n\n          (c) The failure by Lessee to observe or perform any of the covenants,\nconditions or provisions of this Lease to be observed or performed by Lessee,\nother than described in paragraph (b) above, where such failure shall continue\nfor a period of thirty (30) days after written notice hereof from Lessor to\nLessee; provided, however, that if the nature of Lessee's default is such that\nmore than 30 days are reasonably required for its cure, then Lessee shall not be\ndeemed to be in default if Lessee commences such cure within said 30 day period\nand thereafter diligently prosecutes such cure to completion;\n\n          (d) (i) The making by Lessee of any general arrangement or assignment\nfor the benefit of creditors; (ii) Lessee becomes a 'debtor' as defined in 11\nU.S.C. Section 101 or any successor statute thereto; (iii) the taking or\nsuffering of any action by Lessee under any insolvency or bankruptcy act; (iv)\nthe appointment of a trustee or receiver to take possession of substantially all\nof Lessee's assets located at the Premises or of Lessee's interest in this\nLease, or (v) the attachment, execution or other judicial seizure of\nsubstantially all of Lessee's assets located at the Premises or of Lessee's\ninterest in this Lease.  Provided, however, in the event that any provisions of\nthis Section 14.1(d) is contrary to any applicable law, such provision shall be\nof no force or effect;\n\n          (e) The discovery by Lessor that any financial statement given to\nLessor by Lessee, any assignee of Lessee, any successor in interest of Lessee or\nany guarantor of Lessee's obligation hereunder, and any of them, was materially\nfalse.\n\n     Section 14.2  Remedies.  In the event of any such material default or\n     ------------  --------                                               \nbreach by Lessee, Lessor may at any time thereafter, with or without notice or\ndemand and without limiting Lessor in the exercise of any right or remedy which\nLessor may have by reason of such default or breach:\n\n          (a) Terminate Lessee's right to possession of the Premises by any\nlawful means, in which case this Lease shall terminate and Lessee shall\nimmediately surrender possession of the Premises to Lessor.  In such event\nLessor shall be entitled to recover from \n\n                                      14.\n\n \nLessee all damages incurred by Lessor by reason of Lessee's default including,\nbut not limited to, the cost of recovering possession of the Premises and\nreasonable attorney's fees related thereto; the worth at the time of award\ndetermined by the court having jurisdiction thereof of the amount by which the\nunpaid rent for the balance of the term after the time of such award exceeds the\namount of such rental loss for the same period that Lessee proves could be\nreasonably avoided.\n\n          (b) Maintain Lessee's right to possession in which case this Lease\nshall continue in effect whether or not Lessee shall have abandoned the\nPremises.  In such event Lessor shall be entitled to enforce all of Lessor's\nrights and remedies under this Lease, including the right to recover the rent as\nit becomes due hereunder.\n\n          (c) Pursue any other remedy now or hereafter available to Lessor under\nthe laws or judicial decisions of the state of California.  Unpaid installments\nof rent and other unpaid monetary obligations of Lessee under the terms of this\nLease shall bear interest from the date due at the prime rate then charged by\nBank of America.\n\n     Section 14.3  Default by Lessor.  Lessor shall not be in default unless\n     ------------  -----------------                                        \nLessor fails to perform obligations required of Lessor within a reasonable time,\nbut in no event later than thirty (30) days after written notice by Lessee to\nLessor and to the holder of any first mortgage or deed of trust covering the\nPremises whose name and address shall have theretofore been furnished to Lessee\nin writing, specifying wherein Lessor has failed to perform such obligation;\nprovided, however, that if the nature of Lessor's obligation is such that more\nthan thirty (30) days are required for performance then Lessor shall not be in\ndefault if Lessor commences performance within such 30-day period and thereafter\ndiligently prosecutes the same to completion.  In the event Lessor does not\ncommence performance within the thirty (30) day period provided herein, or does\nnot diligently prosecute the same to completion, Lessee may perform such\nobligation and will be reimbursed for its expenses by Lessor together with\ninterest thereon at the prime commercial lending rate then charged by the Bank\nof America, provided, however, that if the parties are in dispute as to what\nconstitutes Lessor's obligations under this agreement, any such dispute shall be\nresolved by arbitration in a manner identical to that provided in Section 10.4\nabove.\n\n     Nothing herein shall be deemed applicable in the event of Lessor's delay in\ndelivery of the Premises.  In that situation, all rights and remedies shall be\ndetermined under Section 3.3 above.\n\n     Section 14.4  Late Charges.  Lessee hereby acknowledges that late payment\n     ------------  ------------                                               \nby Lessee to Lessor of rent and other sums due hereunder will cause Lessor to\nincur costs not contemplated by this Lease, the exact amount of which will be\nextremely difficult to ascertain.  Such costs include, but are not limited to,\nprocessing and accounting charges, and late charges which may be imposed on\nLessor by the terms of any mortgage or trust deed covering the Premises.\nAccordingly, if any installment of rent or any other sum due from Lessee shall\nnot be received by Lessor or Lessor's designated agent within five (5) days\nafter such amount is due and owing, Lessee shall pay to Lessor a late charge\nequal to 10% of such overdue amount.  The parties hereby agree that such late\ncharge represents a fair and reasonable estimate of the costs Lessor will incur\nby reason of late payment by Lessee.  Acceptance of any such late charge by\nLessor \n\n                                      15.\n\n \nshall in no event constitute a waiver of Lessee's default with respect to such\noverdue amount, nor prevent Lessor from exercising any of the other rights and\nremedies granted hereunder. In the event that a late charge is payable\nhereunder, whether or not collected, for three (3) consecutive installments of\nrent, then rent shall automatically become due and payable quarterly in advance,\nrather than monthly, notwithstanding section 4.1 or any other provision of this\nLease to the contrary.\n\n     Section 14.5  Impounds.  In the event that a late charge is payable\n     ------------  --------                                             \nhereunder, whether or not collected, for three (3) installments of rent or any\nother monetary obligation of Lessee under the terms of this Lease within a\ntwelve (12) month period, Lessee shall pay to Lessor, if Lessor shall so\nrequest, in addition to any other payments required under this Lease, a monthly\nadvance installment, payable at the same time as the monthly rent, as estimated\nby Lessor, for real property tax and insurance expenses on the Premises which\nare payable by Lessee under the terms of this Lease.  Such fund shall be\nestablished to insure payment when due, before delinquency, of any or all such\nreal property taxes and insurance premiums.  If the amounts paid to Lessor by\nLessee under the provisions of this paragraph are insufficient to discharge the\nobligations of Lessee to pay such real property taxes and insurance premiums as\nthe same become due, Lessee shall pay to Lessor, within three (3) business days\nafter Lessor's demand, such additional sums necessary to pay such obligations.\nAll moneys paid to Lessor under this paragraph may be intermingled with other\nmoneys of Lessor and shall not bear interest.  In the event of a default in the\nobligations of Lessee to perform under this Lease, then any balance remaining\nfrom funds paid to Lessor under the provisions of this paragraph may, at the\noption of Lessor, be applied to the payment of any monetary default of Lessee in\nlieu of being applied to the payment of real property tax and insurance\npremiums.\n\n                                  ARTICLE XV\n                                  ----------\n\n                           CONDEMNATION OF PREMISES\n                           ------------------------\n\n     Section 15.1  Total Condemnation.  If the entire Premises, whether by\n     ------------  ------------------                                     \nexercise of governmental power or the sale or transfer by Lessor to any\ncondemnor under threat of condemnation or while proceedings for condemnation are\npending, at any time during the term, shall be taken by condemnation such that\nthere does not remain a portion suitable for occupation, this Lease shall then\nterminate as of the date transfer of possession is required.  Upon such\ncondemnation, all rent shall be paid up to the date transfer of possession is\nrequired, and Lessee shall have no claim against Lessor for the value of the\nunexpired term of this Lease.\n\n     Section 15.2  Partial Condemnation.  If any portion of the Premises is\n     ------------  --------------------                                    \ntaken by condemnation during the term, whether by exercise of governmental power\nor the sale or transfer by Lessor to a condemnor under threat of condemnation or\nwhile proceedings for condemnation are pending, this Lease shall remain in full\nforce and effect except that in the event a partial taking leaves the Premises\nunfit for normal and proper conduct of the business of Lessee, as reasonably\ndetermined by Lessee, then Lessee shall have the right to terminate this Lease\neffective upon the date transfer of possession is required.  Moreover, Lessor\nand Lessee shall have the right to terminate this Lease effective on the date\ntransfer of possession is required if more than thirty-three percent (33%) of\nthe total square footage of the Premises is taken by condemnation.  Lessee and\nLessor may elect to exercise their respective rights to terminate this \n\n                                      16.\n\n \nLease pursuant to this Section by serving written notice to the other within one\nhundred twenty (120) days of their receipt of notice of condemnation. All rent\nshall be paid up to the date of termination, and Lessee shall have no claim\nagainst Lessor for the Lease value of any unexpired term of this Lease. If this\nLease shall not be cancelled, the rent after such partial taking shall be that\npercentage of the adjusted base rent specified herein, equal to the percentage\nwhich the square footage of the untaken part of the Premises, immediately after\nthe taking, bears to the square footage of the entire Premises immediately\nbefore the taking. Any sums owing hereunder which are calculated on the basis of\nLessee's pro rata share (as set forth in Section 8.2) shall also be adjusted to\nreflect the decreased square footage of the Premises due to the condemnation.\nDuring the last twelve (12) months of the Lease Term and during the Extended\nTerm, if any, if Lessee's continued use of the Premises requires alterations and\nrepair by reason of a partial taking, all such alterations and repair shall be\nmade by Lessee at Lessee's expense.\n\n     Section 15.3  Award to Lessee.  In the event of any condemnation, whether\n     ------------  ---------------                                            \ntotal or partial, Lessee shall have the right to claim and recover from the\ncondemning authority such compensation as may be separately awarded or\nrecoverable by Lessee for loss of its business fixtures, or equipment belonging\nto Lessee immediately prior to the condemnation or for the interruption of\nLessee's business, or its moving costs.  The balance of any 15 condemnation\naward shall belong to Lessor and Lessee shall have no further right to recover\nfrom Lessor or the condemning authority for any additional claims arising out of\nsuch taking.\n\n                                  ARTICLE XVI\n                                  -----------\n\n                                ENTRY BY LESSOR\n                                ---------------\n\n     Lessee shall permit Lessor and its agent to enter the Premises at all\nreasonable times for any of the following purposes: to inspect the Premises; to\nmaintain the building in which the Premises are located; to make such repairs,\nalterations; and additions to the Premises as Lessor is obligated or may elect\nto make; to show the Premises and post 'To Lease' signs for the purposes of\nreletting during the last ninety (90) days of the term; to show the Premises as\npart of a prospective sale by Lessor or to post notices of non-responsibility.\nLessor shall have such right of entry without any rebate of rent to Lessee for\nany loss of occupancy or quiet enjoyment of the Premises thereby occasioned.\n\n                                 ARTICLE XVII\n                                 ------------\n\n                             ESTOPPEL CERTIFICATE\n                             --------------------\n\n          (a) Lessee shall at any time upon not less than fifteen (15) days'\nprior written notice from Lessor execute, acknowledge and deliver to Lessor a\nstatement in writing (i) certifying that this Lease is unmodified and in full\nforce and effect (or, if modified, stating the nature of such modification and\ncertifying that this Lease, as so modified, is in full force and effect) and the\ndate to which the rent and other charges are paid in advance, if any, and (ii)\nacknowledging that there are not, to Lessee's knowledge, any uncured defaults on\nthe part of Lessor hereunder, or specifying such defaults if any are claimed.\nAny such statement may be conclusively relied upon by any prospective purchaser\nor encumbrancer of the Premises.\n\n                                      17.\n\n \n          (b) Lessee's failure to deliver such statement within such time shall\nbe conclusive upon Lessee (i) that this Lease is in full force and effect,\nwithout modification except as may be represented by Lessor, (ii) that there are\nno uncured defaults in Lessor's performance, and (iii) that not more than one\nmonth's rent has been paid in advance; or such failure may be considered by\nLessor as a default by Lessee under this Lease.\n\n                                 ARTICLE XVIII\n                                 -------------\n\n                              LESSOR'S LIABILITY\n                              ------------------\n\n     The term 'Lessor' as used herein shall mean only the owner or owners at the\ntime in question of the fee title or a Lessee's interest in a ground lease of\nthe Premises.  In the event of any transfer of such title or interest, and\nprovided such successor assumes all obligations of Lessor hereunder, Lessor\nherein named (and in case of any subsequent transfers then the grantor) shall be\nrelieved from and after the date of such transfer of all liability as respects\nLessor's obligations thereafter to be performed, provided that any funds in the\nhands of Lessor or the then grantor at the time of such transfer, in which\nLessee has an interest, shall be delivered to the grantee.  The obligations\ncontained in this Lease to be performed by Lessor shall, subject as aforesaid,\nbe binding on Lessor's successors and assigns, only during their respective\nperiods of ownership.\n\n                                  ARTICLE XIX\n                                  -----------\n\n                           EXPIRATION ON TERMINATION\n                           -------------------------\n\n       Section 19.1  Surrender of Possession.  Lessee agrees to deliver up and\n       ------------  -----------------------                                  \nsurrender to Lessor possession of the Premises and all improvements thereon, in\nas good order and condition as when possession was taken by Lessee, excepting\nonly ordinary wear and tear or any permitted alterations.  Upon termination of\nthis Lease, Lessor may reenter the Premises and remove all persons and property\ntherefrom.  If Lessee shall fail to remove any effects which it is entitled to\nremove from the Premises upon the termination of this Lease, for any cause\nwhatsoever, Lessor, at its option, may remove the same and store or dispose of\nthem, and Lessee agrees to pay to Lessor on demand any and all reasonable\nexpenses incurred in such removal and in making the Premises free from all dirt,\nlitter, and debris, including all storage and insurance charges.  If the\nPremises are not surrendered at the end of the Term, Lessee shall indemnify\nLessor against loss or liability resulting from delay by Lessee in so\nsurrendering the Premises, including, without limitation, actual damages for\nlost rents.\n\n     Section 19.2  Holding Over.  If Lessee, with or without Lessor's consent,\n     ------------  ------------                                               \nremains in possession of the Premises after expiration of the term and if Lessor\nand Lessee have not executed an express written agreement as to such holding\nover, then such occupancy shall be a tenancy from month to month, at a monthly\nrental equivalent to 200% of the monthly rental in effect immediately prior to\nsuch expiration if the remainder in possession is without Lessor's consent, and\nat a monthly rental equivalent to 125% of the monthly rental in effect\nimmediately prior to such expiration if the remainder in possession is with\nLessor's consent, such payments to be made as herein provided.  In the event of\nsuch holding over all of the terms of this Lease \n\n                                      18.\n\n \nincluding the payment of all charges owing hereunder other than rent shall\nremain in force and effect on said month to month basis.\n\n                                  ARTICLE XX\n                                  ----------\n\n                           MISCELLANEOUS PROVISIONS\n                           ------------------------\n\n     Section 20.1  Severability.  The invalidity of any provision of this\n     ------------  ------------                                          \nLease as determined by a court of competent jurisdiction, shall in no way affect\nthe validity of any other provision hereof.\n\n     Section 20.2  Interest on Past-due Obligations.  Except as expressly herein\n     ------------  --------------------------------                             \nprovided, any amount due to Lessor not paid when due shall bear interest at the\nprime commercial lending rate then in effect at Bank of America.  Payment of\nsuch interest shall not excuse or cure any default by Lessee under this Lease.\n\n     Section 20.3  Time of Essence.  Time is of the essence in the performance\n     ------------  ---------------                                            \nof all obligations under this Lease.\n\n     Section 20.4  Additional Rent.  Any monetary obligations of Lessee to\n     ------------  ---------------                                        \nLessor under the terms of this Lease shall be deemed to be rent.\n\n     Section 20.5  Incorporation of Prior Agreements; Amendments.  This Lease\n     ------------  ---------------------------------------------             \ncontains all agreements of the parties with respect to any matter mentioned\nherein.  No prior agreement or understanding pertaining to any such matter shall\nbe effective.  This Lease may be modified in writing only, signed by the parties\nin interest at the time of the modification.  Except as otherwise stated in this\nLease, Lessee hereby acknowledges that neither the Lessor nor any employees or\nagents of the Lessor has made any oral or written warranties or representations\nto Lessee relative to the condition or use by Lessee of said Premises and Lessee\nacknowledges that Lessee assumes all responsibility regarding the Occupational\nSafety Health Act, the legal use and adaptability of the Premises and the\ncompliance thereof with all applicable laws and regulations in effect during the\nterm of this Lease except as otherwise specifically stated in this Lease.\n\n     Section 20.6  Notices.  Any notice required or permitted to be given\n     ------------  -------                                               \nhereunder shall be in writing and may be given by personal delivery or by\nfacsimile, Federal Express, or certified mail, and if given personally or by\nmail, shall be deemed sufficiently given if addressed to Lessee or to Lessor at\nthe address noted below the signature of the respective parties, as the case may\nbe.  Either party may by notice to the other specify a different address for\nnotice purposes.  A copy of all notices required or permitted to be given to\nLessor hereunder shall be concurrently transmitted to such party or parties at\nsuch addresses as Lessor may from time to time hereafter designate by notice to\nLessee.  Notice shall be considered effective either 72 hours after mailing or\nupon actual receipt, whichever is earlier.\n\n     Section 20.7  Waivers.  No waiver by Lessor of any provision hereof shall\n     ------------  -------                                                    \nbe deemed a waiver of any other provision hereof or of any subsequent breach by\nLessee of the same or any other provisions.  Lessor's consent to, or approval\nof, any act shall not be deemed to render unnecessary the obtaining of Lessor's\nconsent to or approval of any subsequent act by Lessee.  The acceptance of rent\nhereunder by Lessor shall not be a waiver of any preceding breach by \n\n                                      19.\n\n \nLessee of any provision hereof, other than the failure of Lessee to pay the\nparticular rent so accepted, regardless of Lessor's knowledge of such preceding\nbreach at the time of acceptance of such rent.\n\n     Section 20.8  Recording.  Either Lessor or Lessee shall, upon request of\n     ------------  ---------                                                 \nthe other, execute, acknowledge and deliver to the other a 'short form'\nmemorandum of this Lease for recording purposes.\n\n     Section 20.9  Cumulative Remedies.  No remedy or election hereunder shall\n     ------------  -------------------                                        \nbe deemed exclusive but shall, wherever possible, be cumulative with all other\nremedies at law or in equity.\n\n     Section 20.10  Covenants and Conditions.  Each provision of this Lease\n     -------------  ------------------------                               \nperformable by Lessee or Lessor shall be deemed both a covenant and a condition.\n\n     Section 20.11  Binding Effect; Choice of Law; Venue.  Subject to any\n     -------------  ------------------------------------                 \nprovisions hereof restricting assignment or subletting by Lessee and subject to\nthe provisions of Article XVIII, this Lease shall bind the parties, their\npersonal representatives, successors and assigns. This Lease shall be governed\nby the laws of the State of California. Venue for any action or proceeding\nbrought to enforce or defend this agreement, and for any other purpose\nhereunder, shall be Santa Clara County.\n\n     Section 20.12  Subordination of Leasehold.  Lessee agrees that this Lease\n     -------------  --------------------------                                \nis and shall be, at all times, subject and subordinate to the lien of any\nmortgage or other encumbrances which Lessor may create against the Premises\nincluding all renewals, replacements and extensions thereof; provided, however,\nthat regardless of any default under any such mortgage or encumbrance or any\nsale of the Premises under such mortgage, so long as Lessee performs all\ncovenants and conditions of this Lease and continues to make all payments\nhereunder, this Lease and Lessee's possession and rights hereunder shall not be\ndisturbed by the mortgagee or anyone claiming under or through such mortgagee.\n\n     Section 20.13  Attorneys' Fees.  If either party herein brings an action to\n     -------------  ---------------                                             \nenforce the terms hereof or declare rights 'hereunder, the prevailing party in\nany such action, on trial or appeal, shall be entitled to reasonable attorneys'\nfees to be paid by the losing party as fixed by the Court.\n\n     Section 20.14  Auctions.  Lessee shall not conduct, nor permit to be\n     -------------  --------                                             \nconducted, either voluntarily or involuntarily, any auction upon the Premises\nwithout first having obtained Lessor's prior written consent.  Notwithstanding\nanything to the contrary in this Lease, Lessor shall not be obligated to\nexercise any standard of reasonableness in determining whether to grant such\nconsent.\n\n     Section 20.15  Signs.  Lessee shall not place any sign upon the Premises\n     -------------  -----                                                    \nwithout Lessor's prior written consent, which consent shall not be unreasonably\nwithheld; provided, however, that Lessee shall have the right to display its\nname on the building 'tombstone' in accordance with applicable law.\n\n     Section 20.16  Voluntary Surrender or Merger.  The voluntary or other\n     -------------  -----------------------------                         \nsurrender of this Lease by Lessee, or a mutual cancellation thereof, or a\ntermination by Lessor, shall not work a \n\n                                      20.\n\n \nmerger, and shall, at the option of Lessor, terminate all or any existing\nsubtenancies or may, at the option of Lessor, operate as an assignment to Lessor\nof any or all of such subtenancies.\n\n     Section 20.17  Guarantor.  In the event that there is a guarantor of this\n     -------------  ---------                                                 \nLease, said guarantor shall have the same obligations as Lessee under this\nLease.\n\n     Section 20.18  Quiet Possession.  Upon Lessee paying the rent for the\n     -------------  ----------------                                      \nPremises and observing and performing all of the covenants, conditions and\nprovisions on Lessee's part to be observed and performed hereunder, Lessee shall\nhave quiet possession of the Premises for the entire term hereof subject to all\nof the provisions of this Lease.  The individuals executing this Lease on behalf\nof Lessor represent and warrant to Lessee that they are fully authorized and\nlegally capable of executing this Lease on behalf of Lessor and that such\nexecution is binding upon all parties holding an ownership interest in the\nPremises.\n\n     Section 20.19  Rules and Regulations.  Lessee agrees that it will abide by,\n     -------------  ---------------------                                       \nkeep and observe all reasonable rules and regulations which Lessor may make from\ntime to time for the management, safety, care and cleanliness of the building\nand grounds, the parking of vehicles and the preservation of good order therein\nas well as for the convenience of other occupants and tenants of the building.\nThe continued violations of any such rules and regulations shall be deemed a\nmaterial breach of this Lease.  Lessee, however, shall not be bound by any\nfuture rules or regulations, unless it shall approve same, which approval shall\nnot be unreasonably withheld.\n\n     Section 20.20  Easements.  Lessor reserves to itself the right, from time\n     -------------  ---------                                                 \nto time, to grant such easements, rights and dedications that Lessor deems\nnecessary or desirable, and to cause the recordation of Parcel Maps and\nrestrictions, so long as such easements, rights, dedications, Maps and\nrestrictions do not unreasonably interfere with the use of the Premises by\nLessee.  Lessee shall sign any of the aforementioned documents upon three (3)\ndays written notice of Lessor and failure to do so shall constitute a material\nbreach of this Lease.\n\n     Section 20.21  Corporate Authority.  Each individual executing this Lease\n     -------------  -------------------                                       \non behalf of a corporation represents and warrants that he is duly authorized to\nexecute and deliver this Lease on behalf of the corporation in accordance with a\nduly adopted resolution of the Board of Directors of the corporation, and that\nthis Lease is binding upon said corporation in accordance with its terms.\n\n     Section 20.22  Delays for Cause.  In any case where either party hereto is\n     -------------  ----------------                                           \nrequired to do any act, delays caused by or resulting from Acts of God, war,\ncivil commotion, fire, flood or other casualty, labor difficulties, shortages of\nlabor, materials or equipment, government regulations, unusually severe weather,\nor other causes beyond such party's reasonable control shall not be counted in\ndetermining the time during which work shall be completed, whether such time be\ndesignated by a fixed date, a fixed time or 'a reasonable time', and such time\nshall be deemed to be extended by the period of such delay.\n\n     Section 20.23  Square Footage.  The parties agree that the leased Premise\n     -------------  --------------                                            \nis approximately 25,024 square feet, said square footage being measured from the\nface of the outside (concrete) walls and includes the covered docks and entry\nways.\n\n                                      21.\n\n \n     Section 20.24  Brokers.  Cornish and Carey Commercial represents both the\n     -------------  -------                                                   \nLessor and the Lessee in this Lease, and both Parties agree thereto.  Cornish\nand Carey Commercial broker's commission shall be paid as agreed among itself\nand the Lessor.\n\nLESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND\nPROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED\nAND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS\nLEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND\nEFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE\nPREMISES.\n\nThe Parties hereto have executed this Lease at the place on the dates specified\nimmediately adjacent to their respective signatures.\n\n     Executed at Menlo Park, California, on October 27, 1992.\n\nLessor:                                      Address:\n\nVANNI BUSINESS PARK GENERAL                  c\/o Jay Paul Company\nPARTNERSHIP                                  5619 Scotts Valley Dr.\n                                             Suite 280\n                                             Scotts Valley, CA 95066\nBy:   \/s\/ Jay Paul\n   -----------------------------------\n          Jay Paul, General Partner\n\nLessee:\n\nACTIVATED CELL THERAPY, INC.,                 ________________________________\na Delaware corporation .                      \n                                              ________________________________\n\nBy:  \/s\/ Illegible\n     ---------------------------------\n\n                                      22.\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9583,9579],"class_list":["post-41977","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41977","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41977"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41977"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41977"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41977"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}